These Terms & Conditions ("Terms") govern the acquisition and use of marketing, media, creative, and related services ("Services") provided by Sidestreet Operations South Carolina LLC ("Sidestreet," "we," "us," or "our") to the customer ("Customer" or "you") identified in any order form, proposal, quote, or statement of work that references or accompanies these Terms (each, an "Order Form").
By accepting these Terms — whether by clicking acceptance, executing an Order Form, submitting payment, or engaging or continuing to use the Services — you agree to be bound by them. If you are accepting on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "Customer" refers to that entity. Digital and electronic signatures, including scanned or electronically executed signatures and click-through acceptance, are valid, binding, and enforceable.
1. Parties, Scope
& Eligibility
Sidestreet Media, Sidestreet Digital Marketing and Media, and Sidestreet Technology are brands of Sidestreet Operations South Carolina LLC, the legal operating entity, a South Carolina limited liability company. Notices and correspondence should be addressed to P.O. Box 644, Spartanburg, SC 29304, or legal@hellosidestreet.com. Our office at 187 North Church Street, Spartanburg, SC 29306 is open by appointment only.
The Services are offered and sold exclusively to businesses, organizations, and other legal entities for business purposes. Customer represents and warrants that it is not a consumer and is not acquiring the Services for personal, family, or household purposes.
Sidestreet will provide the specific Services identified in each Order Form, and only those Services. Services requested outside the scope of an Order Form require a separate quote and written agreement, or a signed change order, and are billed at Sidestreet's then-current rates.
2. Term, Renewal
& Termination
Term and Renewal
Unless an Order Form states otherwise, ongoing or subscription Services have an initial term of one year and automatically renew for successive one-year terms unless either party gives written notice of non-renewal at least 45 days before the renewal date. Email constitutes sufficient written notice. At renewal, Sidestreet may offer extended multi-year terms at discounted rates in exchange for prepayment; prepaid fees are non-refundable except where these Terms expressly provide otherwise.
Early Review Period
Either party may terminate a new engagement by written notice within the first 30 days after the effective date of the initial Order Form. Customer remains responsible for fees for Services performed, deposits, and third-party costs incurred through the termination date.
Termination for Cause
Either party may terminate by written notice if the other party materially breaches these Terms and fails to cure within 30 days after written notice describing the breach, or becomes insolvent or enters bankruptcy. If Customer terminates for Sidestreet's uncured material breach, Sidestreet will refund any prepaid fees covering the period after termination.
Termination for Convenience
Customer may terminate any subscription or ongoing Order Form for convenience on 30 days' written notice. Upon termination for convenience, Customer will pay an early termination charge equal to 75% of the fees remaining for the balance of the then-current term if termination takes effect in the first half of that term, or 50% if it takes effect in the second half. This charge is a genuine, good-faith pre-estimate of Sidestreet's losses from early termination — including non-cancelable third-party commitments, onboarding and setup costs amortized across the term, capacity reserved for Customer, and engagements declined in reliance on the committed term — and is agreed liquidated damages, not a penalty. One-time project Order Forms terminated for convenience remain payable for all work performed, all non-cancelable third-party commitments, and any unpaid deposit.
Suspension
Sidestreet may suspend Services for non-payment, if Customer's use of the Services poses a security risk, if continued provision would violate applicable law, or if Customer materially breaches these Terms. Sidestreet is not liable for losses arising from a permitted suspension, and suspension does not relieve Customer of its payment obligations.
Effect of Termination
Upon termination or expiration, all amounts owed become immediately due, and each party will return or destroy the other party's Confidential Information upon request. Licenses conditioned on full payment survive only if full payment has been received. At Customer's request, Sidestreet will provide reasonable transition assistance, including orderly transfer of Services to another provider, billed at Sidestreet's then-current rates. Provisions that by their nature should survive — including payment, intellectual property, confidentiality, warranties, liability, indemnification, and dispute resolution — survive termination.
3. Fees, Invoicing
& Payment
Fees
Customer will pay all fees specified in Order Forms. Unless otherwise stated: (a) fees are based on Services and subscriptions purchased, not actual usage; (b) payment obligations are non-cancelable and fees paid are non-refundable; and (c) purchased quantities cannot be decreased during the relevant term.
Deposits and Payment Terms
For one-time projects, an initial deposit equal to 50% of the estimated total is due upon acceptance of the applicable Order Form and is non-refundable. Invoiced amounts are due Net 15 from the invoice date. Ongoing Services are billed monthly to a payment card kept on file unless other arrangements are mutually agreed in writing. Customer will maintain valid, current payment information and authorizes Sidestreet to charge the card on file for all purchased Services for the initial term and any renewal terms. If Services continue after an Order Form term expires, billing continues at the same rates and cadence until Sidestreet receives written notice of cancellation, and Customer remains responsible for all charges accrued through the effective date of cancellation.
Late Charges, Suspension & Acceleration
If any invoiced amount is not received by the due date, Sidestreet may apply interest at 1.5% of the outstanding balance per month (or the maximum rate permitted by law, whichever is lower) and may require shorter payment terms for future renewals. If any amount is 45 or more days overdue — or 10 or more days overdue for card-on-file payments — Sidestreet may accelerate all outstanding fee obligations and suspend Services until paid in full. Sidestreet is not liable for lost revenue or other losses resulting from Services interrupted for non-payment.
Chargebacks
Sidestreet may disable Services in response to disputed or reversed charges. A $50 fee applies to each rejected or reversed charge and must be cleared, along with the underlying balance, before Services are restored.
Good-Faith Disputes
Sidestreet will not exercise its late-charge, suspension, or acceleration rights with respect to amounts Customer is disputing reasonably and in good faith, provided Customer timely pays all undisputed amounts and works diligently to resolve the dispute.
Taxes
Fees do not include taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such taxes associated with its purchases (excluding taxes on Sidestreet's net income). If Sidestreet is required to pay or collect taxes for which Customer is responsible, Sidestreet will invoice Customer accordingly.
Third-Party Costs & Advertising Spend
Media buys, advertising spend, print costs, stock licensing, software subscriptions, domain and certificate fees, and other third-party costs are Customer's responsibility and are in addition to Sidestreet's fees, whether paid by Customer directly or advanced by Sidestreet and passed through. Sidestreet is not responsible for third-party rate changes, billing practices, or platform-imposed charges.
4. Customer
Responsibilities
Access and Cooperation
Customer will give Sidestreet timely access to all tools, software, websites, social media accounts, landing pages, credentials, systems, personnel, and information reasonably necessary to perform the Services. Delays caused by Customer's failure to provide access, approvals, content, or feedback may extend timelines and are not Sidestreet's responsibility; Sidestreet may equitably adjust schedules and, for material or repeated delays, invoice for work performed to date.
Compliance & Data Legality
Customer will (a) ensure its users comply with these Terms; (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired it; (c) use commercially reasonable efforts to prevent unauthorized access to the Services and promptly notify Sidestreet of any unauthorized access; (d) use the Services only in accordance with these Terms and applicable laws; and (e) comply with the terms of service of any non-Sidestreet application or platform used with the Services.
Usage Restrictions
Customer will not (a) make any Service available to anyone not authorized under these Terms; (b) sell, resell, license, sublicense, distribute, rent, or lease any Service; (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material; (d) use a Service to store or transmit malicious code; (e) interfere with or disrupt the integrity or performance of any Service; (f) attempt to gain unauthorized access to any Service or its related systems; (g) circumvent a contractual usage limit; (h) modify, copy, or create derivative works of a Service or its content; (i) disassemble, reverse engineer, or decompile a Service; or (j) access a Service to build a competitive product or service.
Account Integrity
Creating multiple accounts to circumvent restrictions, limits, or overage charges is prohibited and may result in termination of all Services on all related accounts.
Customer Materials
Customer represents and warrants that it owns or has all rights necessary in the content, marks, data, and materials it provides to Sidestreet ("Customer Materials"), and that Sidestreet's use of Customer Materials as directed by Customer will not infringe or violate the rights of any third party or any applicable law.
5. Sidestreet
Responsibilities
Provision of Services
Sidestreet will (a) make the Services available in accordance with these Terms and the applicable Order Forms; (b) provide applicable standard support at no additional charge; (c) use commercially reasonable efforts to make online purchased Services available 24 hours a day, 7 days a week, except for planned downtime (with advance notice where practicable) and circumstances beyond Sidestreet's reasonable control; and (d) provide the Services in material compliance with applicable laws and regulations. Routine maintenance and updates are conducted during non-peak hours, Eastern Time; in emergencies, prior notice may not be possible, but Sidestreet will use reasonable efforts to provide it.
Protection of Customer Data
Sidestreet will maintain appropriate administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Upon written request made within 30 days after termination or expiration of the applicable Services, Sidestreet will make Customer Data available for export or download. After that 30-day period, Sidestreet has no obligation to retain Customer Data and may delete or destroy all copies in its possession unless legally required to retain it.
Personnel & Subcontractors
Sidestreet is responsible for the performance of its personnel, including employees and contractors, and for their compliance with Sidestreet's obligations. Sidestreet may engage subcontractors in its discretion; subcontractors will be U.S.-based unless otherwise noted, and those performing material Services must maintain commercially reasonable insurance and agree in writing to confidentiality obligations consistent with these Terms. Sidestreet remains responsible to Customer for subcontracted work to the same extent as work performed by its own personnel, subject in all respects to the disclaimers and limitations of liability in these Terms.
6. Marketing & Media
Services
No Guarantee of Results
The internet, search engines, advertising platforms, and social networks are neither owned nor controlled by any one entity. Sidestreet will in good faith make every reasonable effort to make Customer's digital marketing successful, but makes no guarantee of, and does not warrant, any particular results, rankings, traffic, engagement, lead volume, conversions, or revenue, nor that its work or deliverables will meet Customer's requirements or operate uninterrupted or error-free.
Platform Dependence
The Services depend on third-party platforms — including search engines, ad networks, social platforms, and email providers — whose algorithms, policies, pricing, and features change without notice. Sidestreet is not responsible for platform changes, account suspensions or bans imposed by platforms, delivery or deliverability limitations, or the acts or omissions of platform providers, and no such event constitutes a breach of these Terms by Sidestreet.
Approvals
Customer is responsible for reviewing and approving creative, copy, targeting, and campaign parameters before launch where approval workflows are provided. Customer approval constitutes acceptance of the applicable materials, and Customer is responsible for the substance, claims, and legal compliance of approved content, including advertising, industry-specific, and consumer-protection rules applicable to Customer's business.
7. Health Information &
Government Customers
Protected Health Information
If the Services involve Sidestreet creating, receiving, maintaining, or transmitting protected health information ("PHI") as defined under HIPAA on behalf of a Customer that is a covered entity or business associate, the parties will execute Sidestreet's Business Associate Addendum ("BAA") before any PHI is made accessible to Sidestreet. Customer will not provide Sidestreet with access to PHI, and will configure its systems and instructions to prevent such access, unless and until a BAA is in effect. Absent an executed BAA, the Services are not intended to and do not involve PHI, and Customer is solely responsible for any PHI exposure resulting from Customer's breach of this Section.
Government Customers
Sidestreet serves state, county, and municipal customers. Governmental entities may be subject to procurement statutes, appropriation requirements, and legal limitations — including restrictions on automatic renewal, indemnification, arbitration, and venue — that require modifications to these Terms. Such modifications will be handled on a case-by-case basis through a written addendum executed by both parties, which controls over conflicting provisions for that Customer only.
8. Intellectual
Property
Ownership; License Conditioned on Payment
Deliverables are licensed, not sold. All intellectual property created by Sidestreet under these Terms, including all deliverables and works in progress, is and remains the sole and exclusive property of Sidestreet unless and until Sidestreet has received payment in full of all amounts due under the applicable Order Form. Payment of a deposit or any partial payment does not transfer ownership of, or grant any license to, any deliverable or work in progress. Any use of a deliverable before payment in full is by Sidestreet's revocable permission only; if Customer fails to pay any amount when due, Sidestreet may, upon written notice, require Customer to cease all use of the affected deliverables until payment in full is received.
License Upon Full Payment
Upon Sidestreet's receipt of payment in full for the applicable Order Form, Sidestreet grants Customer a perpetual, worldwide, royalty-free, non-sublicensable license to use, reproduce, display, distribute, and modify the deliverables for Customer's business purposes. This license is exclusive to Customer except for the rights expressly retained by Sidestreet, and is transferable only to a successor of Customer's business by merger, acquisition, or sale of substantially all assets.
Sidestreet Retained IP
Sidestreet retains all right, title, and interest in and to its pre-existing and independently developed intellectual property, together with its tools, templates, frameworks, code libraries, processes, and methodologies, and all improvements to them. To the extent any such property is embedded in a deliverable, it is licensed to Customer solely as incorporated in that deliverable and only to the extent necessary to use the deliverable as intended.
Portfolio Rights
Sidestreet retains the perpetual right to display, reproduce, and reference the deliverables and the work performed for Customer — including Customer's name, logo, and non-confidential project descriptions — in Sidestreet's portfolio, website, case studies, proposals, award submissions, and marketing materials as examples of Services provided. Sidestreet will honor written requests to exclude specific confidential or sensitive materials.
Third-Party Materials & Feedback
Deliverables may incorporate third-party materials — including stock media, fonts, themes, plugins, and open-source components — that are subject to their own license terms, which control with respect to those materials. Sidestreet will use commercially reasonable efforts to license third-party materials at a scope suitable for Customer's intended use as described to Sidestreet. Customer suggestions and feedback regarding the Services may be used by Sidestreet for any purpose, without restriction or obligation to Customer.
9. Confidentiality
"Confidential Information" means all information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. It does not include information that (a) becomes generally known to the public without breach of any obligation; (b) was known to the receiving party before disclosure without breach of any obligation; (c) is received from a third party without breach of any obligation; or (d) was independently developed by the receiving party.
The receiving party will use the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care), will not use the disclosing party's Confidential Information outside the scope of these Terms, and will limit access to those employees, contractors, and advisors who need it and who are bound by confidentiality obligations at least as protective as this Section.
The receiving party may disclose Confidential Information to the extent compelled by law, provided it gives the disclosing party prior notice where legally permitted and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.
10. Data Protection, Privacy
& AI-Assisted Services
Customer Data
As between the parties, Customer owns Customer Data. Customer grants Sidestreet a license to host, copy, process, transmit, and display Customer Data solely as necessary to provide the Services. Sidestreet's collection and handling of personal data is described in its Privacy Policy.
Compliance Support
Sidestreet supports its customers' compliance obligations under applicable data protection and privacy laws and will cooperate reasonably with Customer's lawful compliance requests. Except as expressly stated in an Order Form or executed addendum (including a BAA), Sidestreet does not itself assume Customer's regulatory obligations, and Customer remains responsible for determining whether the Services are appropriate for data subject to specific regulatory regimes.
Security Incidents
If Sidestreet becomes aware of unauthorized access to Customer Data on systems managed by Sidestreet, Sidestreet will notify Customer without undue delay, take commercially reasonable steps to contain and remediate the incident, and provide information reasonably available to Sidestreet about its nature. Notification of or response to an incident is not an acknowledgment of fault or liability.
AI-Assisted Services
Sidestreet may use artificial intelligence tools, including large language model services provided by reputable commercial vendors, in performing the Services and creating deliverables. Where such tools process Customer Data or Customer's Confidential Information, Sidestreet will use only commercial, business, or enterprise service tiers whose terms provide that customer inputs and outputs are not used to train the provider's generally available models, and will not submit Customer Data or Confidential Information to consumer-grade AI tools that lack such protections. Sidestreet's use of AI tools does not diminish its confidentiality or data protection obligations or its responsibility for the Services and deliverables, and AI-assisted work product is subject to human review by Sidestreet before delivery. Customer may direct in writing that specific identified materials be excluded from processing by AI tools, and Sidestreet will honor that direction, with any resulting impact on schedule or fees handled as a change order. Customer acknowledges that the legal treatment of AI-assisted works continues to develop, and Sidestreet makes no warranty regarding the copyright registrability of elements of a deliverable generated primarily by AI tools.
11. Warranties
& Disclaimers
Each party represents and warrants that it has validly entered into these Terms and has the legal power to do so. Sidestreet warrants that during an applicable subscription term it will not materially decrease the overall security or functionality of the subscribed Services, and that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Customer's exclusive remedy for breach of this warranty is re-performance of the deficient Services or, if re-performance is not commercially practicable, a refund of the fees paid for the deficient Services.
DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SIDESTREET DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, AND MAKES NO WARRANTY REGARDING RESULTS, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WORK AND DELIVERABLES RESTS WITH CUSTOMER, EXCEPT AS EXPRESSLY WARRANTED ABOVE.
12. Limitation
of Liability
IN NO EVENT WILL SIDESTREET BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE OPERATION OF OR INABILITY TO OPERATE THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SIDESTREET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SIDESTREET'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF (A) $1,500 OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO SIDESTREET IN THE THREE MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. The existence of more than one claim will not enlarge this limit.
These limitations do not apply to Customer's payment obligations, a party's indemnification obligations, or damages arising from a party's gross negligence, willful misconduct, or fraud. The limitations in this Section are an essential basis of the bargain between sophisticated commercial parties, and Sidestreet's pricing reflects this allocation of risk.
No claim arising out of or related to these Terms may be brought by either party more than one year after the claiming party knew or reasonably should have known of the events giving rise to the claim.
13. Indemnification
& Insurance
By Sidestreet
Sidestreet will defend Customer against any claim by an unaffiliated third party alleging that a purchased Service, as provided by Sidestreet and used in accordance with these Terms, infringes that third party's U.S. intellectual property rights, and will indemnify Customer for the damages, costs, and reasonable attorneys' fees finally awarded against Customer (or agreed in a settlement approved by Sidestreet) for such claim. If such a claim arises or appears likely, Sidestreet may modify the Service to make it non-infringing, procure the right for Customer to continue using it, or terminate the affected Service and refund any prepaid, unused fees. Sidestreet has no obligation for claims arising from Customer Materials, Customer Data, combination with items not provided by Sidestreet, use in violation of these Terms, or continued use after notice of a non-infringing alternative.
By Customer
Customer will defend Sidestreet against any claim by an unaffiliated third party arising from or related to (a) Customer Materials or Customer Data, including any allegation that they infringe or violate third-party rights or applicable law; (b) Customer's use of the Services in violation of these Terms or applicable law; or (c) any non-Sidestreet application, platform, or product used by or for Customer, and will indemnify Sidestreet for the damages, costs, and reasonable attorneys' fees finally awarded against Sidestreet (or agreed in a settlement approved by Customer) for such claim.
Procedure & Insurance
The indemnifying party's obligations are conditioned on the indemnified party promptly providing written notice of the claim, giving the indemnifying party sole control of the defense and settlement (except that no settlement imposing non-monetary obligations on the indemnified party may be made without its consent, not unreasonably withheld), and providing reasonable assistance at the indemnifying party's expense. This Section states the indemnifying party's sole liability, and the indemnified party's exclusive remedy, for the covered third-party claims. Each party will maintain commercially reasonable insurance coverage appropriate to its business and will provide certificates of insurance upon reasonable written request.
14. Non-Solicitation
& Non-Disparagement
Non-Solicitation of Personnel
During the term of the engagement and for 12 months after its termination or expiration, neither party will directly or indirectly solicit for employment or engagement, or hire or engage, any employee or contractor of the other party who performed services in connection with the engagement, without the other party's prior written consent. General solicitations not targeted at the other party's personnel, such as public job postings, do not violate this Section, but hiring a covered individual who responds to one does. A party that hires or engages a covered individual in violation of this Section will pay the other party, as a reasonable placement fee and not a penalty, an amount equal to 50% of the individual's total annual compensation at the hiring party.
Non-Disparagement
Customer agrees not to make false, disparaging, or defamatory statements about Sidestreet, its Services, employees, or affiliates in any public forum, including social media platforms and review sites. Nothing in this Section restricts either party from making truthful statements required by law, legal process, or a government authority.
15. Dispute Resolution
& Governing Law
Informal Resolution
Before initiating arbitration, the party asserting a dispute will give the other party written notice describing it, and the parties will attempt in good faith to resolve the dispute through direct negotiation for at least 30 days.
Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Spartanburg County, South Carolina, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may bring an action for collection of undisputed amounts due, seek temporary or preliminary injunctive relief to protect its intellectual property or Confidential Information, or bring an individual claim in small claims court, in each case in the state or federal courts located in Spartanburg County, South Carolina. In any arbitration or permitted court action, the prevailing party is entitled to recover its reasonable attorneys' fees and costs, including fees and costs incurred in collecting amounts due.
EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
Governing Law & Force Majeure
These Terms are governed by the laws of the State of South Carolina and controlling United States federal law, without regard to conflicts-of-law principles. Neither party is liable for any failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, government action, war, civil unrest, labor disputes, utility or telecommunications failures, and denial-of-service or similar attacks. If such an event continues for more than 60 days, either party may terminate the affected Order Form on written notice, and Sidestreet will refund any prepaid fees for Services not delivered.
16. General
Provisions
Notices
Notices must be in writing. Notices to Sidestreet must be sent to Sidestreet Operations South Carolina LLC, P.O. Box 644, Spartanburg, SC 29304, or legal@hellosidestreet.com. Notices to Customer will be sent to the postal or email address on the most recent Order Form or on file with Sidestreet. Email constitutes sufficient written notice, effective upon transmission absent a bounce or delivery failure; postal notices are effective upon receipt.
Assignment & Relationship
Customer may not assign these Terms or any Order Form without Sidestreet's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of Customer's assets, with written notice to Sidestreet. Sidestreet may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets. The parties are independent contractors; these Terms do not create a partnership, joint venture, franchise, agency, fiduciary, or employment relationship, and there are no third-party beneficiaries.
Severability & Waiver
If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, and the remaining provisions remain in full force. No failure or delay in exercising any right constitutes a waiver, and no waiver is effective unless in writing and signed by the waiving party.
Entire Agreement & Order of Precedence
These Terms, together with all Order Forms and executed addenda (including any BAA or government addendum), constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous agreements, proposals, and representations, written or oral. Terms in a Customer purchase order or similar document are void and of no effect, even if signed or processed. In case of conflict, documents control in this order: (1) an executed addendum, (2) the applicable Order Form, (3) these Terms, and (4) any published documentation.
Updates to These Terms
Sidestreet may update these Terms by posting the amended terms on this page with an updated effective date and providing notice to Customer. Updated terms take effect for a then-current term only if Customer accepts them or does not object in writing within 30 days of notice; otherwise the prior terms govern through the end of the then-current term, and any renewal proceeds under the terms current at renewal. These Terms may be accepted in counterparts, including by electronic signature and electronic transmission. Headings are for convenience only, and "including" means "including without limitation."